Ask HN: Any Good Template(s) for a Startup Board Membership Agreement?

Have been looking for some reliable templates to draft a Board Membership Agreement for an Advisor (non-Executive).

Found this one from Stanford (https://sehub.stanford.edu/sites/default/files/BoardMemberContract.pdf) and one from SEC (https://www.sec.gov/Archives/edgar/data/1396054/000107878214000572/f10k123113_ex10z16.htm) but not sure if these are the best out there.

For instance, they don't touch upon dilution and vesting.

It feels like something that YC should open source.

3 comments

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propter_hoc 7y ago ↗

So this is a circumstance where a non-investor is getting some equity for being an advisor and sitting on your board? Best practice would be a straight employment agreement - here's your responsibilities, your comp, expenses we cover, etc. You should also have by-laws, charters and policies&procedures for your board and its committees. You may find more examples if you search for compensation structures for independent board members - who are usually comped with a mix of equity and sitting fees.

PierredeFermat 7y ago ↗

That's exactly the circumstance.

Found this one from upcounsel; https://www.upcounsel.com/advisory-agreement and another one from Founder Institute; https://fi.co/fast

Will check if they'll do the job for now. Thanks for the tips and pointers!

rajacombinator 7y ago ↗

An aside but if you’re at the early stage where you’re looking for docs like this on HN, I wouldn’t make an advisor a board member. You want an agreement that lays out their stock grant and vesting schedule and lays out agreed terms for advising, that’s it.